Solutions

Resources

Get started

Sign in

SERVICES

Cleaning services\ \ Book recurring or one-off professional cleaning services instantly Tech management\ \ IT, internet, and A/V services and equipment with professional setup and ongoing support

Restocking\ \ From your favorite beverages to bathroom supplies — automatically restocked Furniture & design\ \ We turn offices into places your team won't want to leave

PLATFORM

AI office assistant\ \ Automate your office operations powered by AI and our (human) office support team Vendor network\ \ From repairs to keyless entry, access our trusted network of service providers — with exclusive discounts

LEARN

Blog\ \ Stories and best practices about team culture and workplace experience

COMPANY

Press\ \ Read what others are saying

Terms of Service

Thanks for using Codi! Codi is an online platform that helps businesses find, set up, and manage office spaces while enabling landlords and brokers to fill their vacancies. By accessing or using the Codi Platform, you agree to comply with and be bound by these Terms of Service.

Please note: Section 12 of these Terms of Service contains an arbitration clause and class action waivers that apply to all Codi Users. By accepting these terms, you agree to be bound by this arbitration clause and class action waiver. Please read carefully.

Last Updated: February 26, 2026

The Codi Terms of Service constitute a legally binding agreement (" Agreement") between the person that registered with Codi (" user" or " you") and Codi, Inc. (" Codi" or " we"). If you are accessing and using the Codi Platform on behalf of a company (such as your employer) or other legal entity, you are confirming and warranting that you: (i) have provided the exact legal name of your company, entity or other organization (referred to herein as " your organization" or " organization"); and (ii) have the legal authority to act as an agent of, and agree to the Agreement on behalf of, that organization. References to "you" or "your" are to you in your capacity as a representative of your organization, authorized to act on behalf of and contract for your organization.

This Agreement governs your access to and use of the Codi website, including any subdomains thereof, and any other websites through which Codi makes its services available (collectively, " Site"), our mobile, tablet and other smart device applications (the " Platform"), and all associated services, services allowing you to reserve Codi Spaces, office-related services through our website or apps, included services, and additional third-party services described in your Order Form (collectively, " Codi Services"). The Site, Platform and Codi Services together are hereinafter collectively referred to as the " Codi Platform". Our other policies applicable to your use of the Codi Platform are incorporated by reference into this Agreement. Our collection and use of personal information in connection with your access to and use of the Codi Platform is described in our Privacy Policy. The "Enterprise Membership Plan", the "Reservation Agreement", and any other order form(s) or quotes mutually accepted or otherwise agreed to by you and Codi, are collectively referred to as " Order Forms".

We are continuously improving and modifying the Codi Platform for all users and reserve the right to make changes at our discretion. Changes we make to the Codi Platform, including discontinuing certain features, affect all users and we try to minimize disruption to users. However, these changes may affect users differently. We are not responsible if any specific changes we make to the Codi Platform adversely affect how you use them.

1. Scope of Codi Services

1.1 User Types and Applicability of Terms

These Terms of Service apply to different categories of users engaging with the Codi Platform:

• "Customers" under the Enterprise Membership Plan use the Codi Platform to book and manage office spaces. A Customer may "Book" a Codi Space by accepting the times, fees, and any additional terms or limitations as indicated in the Order Form or any other addendum or agreement - for office, meeting, or off-site purposes. A "Booking" does not provide a lease and is only the receipt of a limited, temporary, revocable license to access and use a Codi Space, as confirmed through the Platform and/or quotes mutually accepted or otherwise agreed to by the parties, subject to this Agreement and the Order Form.
• "Managed Clients" use the Codi Platform solely to manage office services under the Managed Services Terms outlined below. Those Users typically hold independent leases with their landlords.
• "Hosts": Property owners, tenants, or brokers who "List" their available office spaces on the Codi Platform for marketing purposes by providing certain details including photos, pricing, amenities; this posting is called a "Listing". Hosts may also be the owners of a Codi Space.
• "Service Providers": Third-party, independent vendors and contractors offering office-related services through the Codi Platform.

1.2 Hosts alone are responsible for their Listings. While we may help facilitate the resolution of disputes, Codi has no control over and does not guarantee (i) the existence, quality, safety, suitability, or legality of any Listings, (ii) the truth or accuracy of any Listing descriptions, or other User Content ( as defined below), or (iii) the performance or conduct of any User or third party. Codi does not endorse any User, or Listing. Any references to a User being "verified" (or similar language) only indicate that the User has completed a verification or identification process as defined by Codi and nothing else. Any such description is not an endorsement, certification or guarantee by Codi about any User, including of the User's identity or background or whether the User is trustworthy, safe or suitable. You should always exercise due diligence and care when deciding whether to work at a Codi Space, create a Listing, or communicate and interact with other Users, whether online or in person. Codi is not a real estate broker or insurer. Codi is not acting as an agent in any capacity for any Customer.

1.3 If you choose to use the Codi Platform as a Host, your relationship with Codi is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Codi for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Codi. Codi does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of their Listing. You acknowledge and agree that you have complete discretion whether to List or otherwise engage in other business or employment activities.

1.4 To promote the Codi Platform and to increase the exposure of Listings to potential Customers, you acknowledge and agree that your Listings and other User Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements. To assist Customers who speak different languages, Listings and other User Content may be translated, in whole or in part, into other languages. Codi cannot guarantee the accuracy or quality of such translations and Users are responsible for reviewing and verifying the accuracy of such translations. The Codi Platform may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

1.5 Codi does not guarantee the continuous, uninterrupted or error-free availability and accessibility of the Codi Platform. Without limitation, Codi may restrict the availability of the Codi Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Codi Platform. Codi may improve, enhance and modify the Codi Platform and introduce new Codi Services from time to time.

1.6 Codi shall provide basic office services to Customers ("Included Services"), as specified in your Order Form, which shall be included as part of your Reservation Fee or Monthly Membership Fee and thus are provided for no additional cost. Included Services typically include, without limitation, weekly cleaning services, electricity for normal office use, internet access as specified in your Order Form, water, pantry access/amenities such as tea and coffee, basic kitchen and bathroom supplies, and any other Included Services indicated in the Order Form.

1.7 Additional services and/or improvements as described in the Order Form, the Add-Ons Agreement, as requested through the Codi Platform, or as may otherwise be agreed-to between you and us ("Add-Ons") shall be provided in the manner, and for the additional costs, indicated in the Order Form, in a separate agreement governing such Add-Ons (the "Add-Ons Agreement"), or indicated on the Codi Platform. Customers are either charged with the extra fees at the time of the purchase, or on their next billing date. Any additional terms governing such Add-Ons, shall be integrated into this Agreement.

1.8 It is understood and agreed that Codi may assign an applicable independent third-party vendor ("Service Provider" or collectively "Service Providers") to perform the Add-Ons, Included Services, or any other Services. Codi uses commercially reasonable efforts to assign only Service Providers that have the requisite skills to perform any subcontracted and third-party Services in accordance with the terms of this Agreement and the Order Form. For Services contracted under the Enterprise Membership Plan, Codi reserves the right to replace any particular Service Provider provided by Codi under this Agreement with one of equal or superior qualifications. Unless expressly stated to the contrary, we do not pre-qualify, review, or endorse Service Providers and we provide no representation or warranty as to the background, reputation, character, qualifications, skills, insurance, work product, services, advice, recommendations or quality of the Service Providers. We are not responsible for and disclaim all responsibility for and liability resulting from the actions or failure to act of any Service Provider, for the nature or quality of any services provided by Service Providers, and for any loss or injury you or others sustain arising out of or related to services provided by Service Providers. You acknowledge that you are using Service Providers at your own risk and that we will not be party to any disputes between you and a Service Provider; you hereby release and hold us harmless from any claims arising from your use of the Service Provider or the Service Provider's provision of the Services. You acknowledge you are solely responsible for independently verifying the qualifications, licenses, certifications, and insurance coverage of Service Providers. You acknowledge that Codi may be paid compensation by one or more third parties in connection with a sale of Services.

1.9 In connection with each Service, you will: (i) provide the Service Provider or Codi with access to your Codi Space or office space during normal business hours and as otherwise reasonably required by our Service Provider or Codi to perform the Service; (ii) provide the Service Provider with such space and office support (including access to the internet as needed) as the Service Provider may reasonably request.

1.10 For the avoidance of doubt, we shall at all times have a right to enter your Codi Space in connection with the Services. In addition, we may also enter your Codi Space at reasonable times and, to the extent possible, with reasonable prior notice, to inspect your Codi Space or to perform any work we deem either necessary or desirable, including with respect to Improvements, or to show the Codi Space to prospective customers.

1.11 From time to time it may be necessary for us to make certain non-ordinary course modifications, improvements and alterations to your Codi Space for maintenance or other reasons ("Improvements"). We will give you at least five (5) Business Days' prior notice to any such Improvements, which shall be executed in a manner that minimizes interference with the conduct of your business. In the event of any Improvements, your Order Form shall be updated to reflect such modified Codi Space, which, if requested by you, and are in addition to any furnishing or Construction provided in your Order Form, shall be subject to additional fees (including for costs of labor), and the term "Codi Space" as used therein and herein shall be deemed to refer to such improved Codi Space. This term does not apply to Managed Clients.

2. Eligibility and Customer Verification

2.1 You must be at least 18 years old and able to enter into legally binding contracts to access and use the Codi Platform or register a Codi Account (as defined below). By accessing or using the Codi Platform you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into a contract.

2.2 All of your personnel who want to make Bookings through the Codi Platform under your Enterprise Membership Plan(s) will be required to become registered users ("Customers") by creating an individual Codi account and agreeing to the Codi Terms of Service prior to making any Bookings. You acknowledge and agree that each individual has the right to decide in their discretion whether or not to become a Customer and participate in use of the Codi Platform.

2.3 Codi may make access to and use of the Codi Platform, or certain areas or features of the Codi Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or a Customer's booking and cancellation history.

2.4 User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Customer's identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to (i) ask Users to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Users, (ii) screen Users against third party databases or other sources and request reports from service providers, and (iii) where we have sufficient information to identify a User, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent version of background or registered sex offender checks in your local jurisdiction (if available). You hereby authorize Codi to conduct a criminal background check on you based on the information you provide to us or that we otherwise collect in connection with your use of the Codi Services, and you agree that we have the right to distribute information resulting from such background checks to other Users.

2.5 The access to or use of certain areas and features of the Codi Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between this Agreement and terms and conditions applicable to a specific area or feature of the Codi Platform, the latter terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

2.6 Compliance with Applicable Laws. As used in this Agreement, " Laws" means all applicable federal, state, local, and other governmental laws, regulations, ordinances, codes, rules, court orders, and all recorded and unrecorded private contracts, restrictions, covenants and other agreements. You will comply with all Laws applicable to your use of the Codis, Services and Platform whether as a Host or Customer. Without limiting the foregoing, your organization is responsible for its and its personnel's compliance will all governmental laws and guidance related to public health issues, including the Covid-19 health crisis, including those issued by federal, state, and local authorities as well as entities such as the Centers for Disease Control ("CDC"). While we may provide information to help you understand certain obligations of using or hosting Codi Spaces, we are not authorized to provide and do not provide any legal advice. You are solely responsible for your compliance with Laws and may only use the Codi Platform in compliance with applicable Laws. If you are unsure how to comply with Laws, you should seek legal advice related to Listing or Booking a Codi Space.

2.7 Some areas of the Codi Platform implement Google Maps/Earth mapping services, including Google Maps API(s). Your use of Google Maps/Earth is subject to the Google Maps/Google Earth Additional Terms of Service.

3. Your Account

3.1 Before using the Codi Platform, you must create an account with Codi (" Account") and provide us with information about yourself or your company. We may ask that you update your Account or provide additional or different information at any time. This may include requiring additional details about Codi Spaces or payment information.

3.2 You will be required to provide a valid phone number and verify it to keep your Account secure (" Credentials"). You are responsible for keeping your Credentials private and secure and may not disclose your credentials to any third party or otherwise allow any third party to access your account. You must immediately notify Codi if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorized use of your Codi Account. You are liable for any and all activities conducted through your Codi Account. Notwithstanding anything to the contrary, User will not be liable for any charges or activities resulting from hackers or a security breach not caused by User.

3.3 You must provide accurate, current and complete information during the registration process and keep your Codi Account and public Codi Account profile page information up-to-date at all times.

3.4 You may not register more than one (1) Codi Account unless Codi authorizes you in writing to do so. You may not assign or otherwise transfer your Codi Account to another party.

3.5 Codi helps organizations manage their Codi Spaces, Services, Add-Ons, as well as Bookings made by your personnel who elect to use the Codi Platform under your Enterprise Membership Plan or as a Managed Client. You may use the Codi Enterprise administrative portal (the " Enterprise Portal"), which may provide your organization with access to details of Bookings and Services — including the personal data of Customers who participate in the Bookings. A Booking only appears in the Enterprise Portal if an individual Customer has linked their Codi Account with your organization by redeeming a company invite through Codi. Customers who have been linked to an organization-affiliated Codi Account are referred to in this Agreement as " Professionals". Your organization may only use Bookings and other information provided to you as part of the Order Form for the purpose of managing its work arrangements.

The Professionals of your organization given the status "Admin" (" Your Admins") may be able to see the history of Bookings and Services for all Professionals from your organization participating in the Enterprise Membership Plan(s) in the Enterprise Portal, as well as monthly billings. We will notify Your Admins about billings and renewal dates via email using the email addresses provided to us for that purpose.

3.6 We use your organization's email domain(s) to associate Professionals with your organization based on the work email address your Professionals provide to us. If other entities affiliated with your organization (for example under common ownership or control) share one email domain, Professionals from those affiliated entities will be associated with your organization's Enterprise Membership Plan instance. If your organization (or its affiliates) uses more than one email domain, you may associate those additional domains with your Enterprise Membership Plan instance by adding them using the Enterprise Portal. Your organization is responsible for ensuring that all such affiliated entities comply with this Agreement (including without limitation the Codi Terms of Service, the Privacy Policy, and other included Codi policies). Your organization will be liable for any claims, losses, expenses, costs or damages arising from, or based on, an act or omission of any of those affiliated entities (including your organization) or their personnel - whether incurred by your organization, Codi, a Host, a Service Provider, or a third party, and your organization agrees to defend (at the indemnitee's option), indemnify and hold harmless Codi, Hosts, Service Providers, and third parties and its and their personnel from any and all such Claims.

3.7 Your organization is responsible for ensuring that the list of Professionals included in your organization's instance of the Codi Enterprise Membership Plan (which appear in your Enterprise Portal) is accurate and up to date. If a Professional leaves your organization, it is your organization's responsibility to remove that Professional using the Client Portal or notifying Codi at support@codi.com. Removing Professionals does not impact your Fees.

3.8 Your organization may direct Codi to share Booking information such as booking times, number of people and other general information with Service Providers, and any other third-parties who provide services and/or products to your organization (for example, but without limitation, cleaning and food delivery providers).

3.9 As a Host, you may add contacts for your Listing(s), including additional Hosts who can manage the Listings with you, a unique contact per Listing who will receive the monthly payouts (" Payee"), and payout viewers. Those contacts will be required to become registered users by creating an individual Codi account and agreeing to the Codi Terms of Service prior to managing any Listing or viewing any Payout. You acknowledge and agree that each individual has the right to decide in their discretion whether or not to become a User and participate in use of the Codi Platform.

3.10 You may close your Account at any time by notifying us by email at optout@codi.com. You shall remain responsible for all activity associated with your Account made before it is closed including payment of Fees or Taxes; providing use of Codi Spaces to Customers as previously Booked; or other liabilities caused by or resulting from use of the Codi Platform. You understand that we may retain User Content (as defined below) you provide and continue to display and use any public User Content (including comments or reviews of Codi Spaces) provided to us prior to closing your Account. At our sole option, we may suspend or terminate your Account as provided in Section 12.

4. Content

4.1 Codi may, at its sole discretion, enable Users to (i) create, upload, post, send, receive and store content, such as text, images, audio, video, or other materials and information on or through the Codi Platform (" User Content"); and (ii) access and view User Content and any content that Codi itself makes available on or through the Codi Platform, including proprietary Codi content and any content licensed or authorized for use by or through Codi from a third party (" Codi Content" and together with User Content, " Collective Content").

4.2 You are solely responsible for all User Content that you make available on or through the Codi Platform. We reserve the right, but shall not be obligated, to use public and private data sources to validate the accuracy of any Content. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available on or through the Codi Platform or you have all rights, licenses, consents and releases that are necessary to grant to Codi the rights in and to such User Content, as contemplated under this Agreement; and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Codi's use of the User Content (or any portion thereof) will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

4.3 You will not post, upload, publish, submit or transmit any User Content that: (i) is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive; (ii) is defamatory, libelous, obscene, pornographic, vulgar or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any other person or animal; (v) promotes illegal or harmful activities or substances; or (vi) violates any Codi policy. Codi may, without prior notice, remove or disable access to any User Content that Codi finds to be in violation of this Agreement or Codi's then- current policies, or otherwise may be harmful or objectionable to Codi, its Users, third parties, or property.

4.4 You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Codi Platform or Collective Content, except to the extent you are the legal owner of User Content or as expressly permitted in this Agreement. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Codi or its licensors, except for the licenses and rights expressly granted in this Agreement.

4.5 Subject to your compliance with this Agreement, Codi grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and view any Collective Content made available on or through the Codi Platform and accessible to you, solely for your personal and non-commercial use.

4.6 By creating, uploading, posting, sending, receiving, storing, or otherwise making available any User Content on or through the Codi Platform, you grant to Codi a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to such User Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such User Content to provide and/or promote the Codi Platform, in any media or platform. Unless you provide specific consent, Codi does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use or exploit your User Content.

4.7 From time to time we may want to photograph, video or otherwise record the various Codi Spaces to support our marketing initiatives. In connection therewith, you grant us the right and permission to film, tape, record and photograph your Codi Space at reasonable times, and with reasonable prior notice. We agree to coordinate with you in order to account for any scheduling or privacy concerns.

4.8 If you would like to film or photograph within a Codi Space, or otherwise use a Codi Space as a set or for any media projects, you must provide us with a written request detailing the nature and scope of the project. All such requests will be considered on a case-by-case basis, and as a condition to any filming or photography, you agree to adhere to the terms set forth in our standard form Media Production Agreement.

4.9 Your organization or Professionals may participate in surveys and provide feedback on Codi, Enterprise Membership Plans, and/or the Codi Platform ("Feedback"). Any Feedback provided will be the sole and exclusive property of Codi, and your organization hereby assigns to Codi all right, title and interest in and to any Feedback including without limitation all intellectual property rights therein and, to the extent any such rights may not effectively be assigned, your organization hereby waives any such rights as against Codi, its successors and assigns. You grant Codi a perpetual, irrevocable, royalty-free license to use, modify, and display such content publicly on the platform.

5. Fees and Payments

5.1 Fees. By agreeing and submitting your Order Form, you authorize us to charge you Membership Fees, Management Fees (defined in Managed Services Terms), Services Fees (defined in Managed Services Terms), applicable taxes, and fees incurred for Add-Ons, Key Fees, and any other fees specified in the Order Form or on the Codi Platform (collectively " Fees"), at the then current rate, until your Enterprise Membership is canceled or terminated in accordance with this Agreement. We reserve the right to change the timing of our billing; in particular, as indicated below, if your payment method has not successfully settled. In the event your Term begins on a day not contained in a given month, we may bill your payment method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your Term on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. Your renewal date may change due to changes in your Enterprise Membership Plan.

5.2 Condition of Job Site & Rescheduling Services. You are responsible for ensuring that the premises are in a condition to receive the service you ordered. Codi or Service Providers may refuse to deliver their Services to premises that are undergoing construction, with areas that aren’t clear, or deemed to be unsafe. Additional fees may be charged when the foregoing has occurred, for changes made to an order after it has been placed, for refusing the delivery of Services or items after the date of delivery had been approved by your Organization, or for rescheduling the delivery of a Service. All additional charges associated with the above issues will be your sole responsibility.

5.3 Taxes. Hosts are solely responsible for payment of all taxes, levies, penalties, and other costs imposed by any taxing authority or government agency related to Listing Codi Spaces and Customers are solely responsible for payments of all taxes related to Booking Codi Spaces, including any sales or occupancy tax, indirect taxes such as valued added tax (VAT) or goods and services tax (GST), usage or permitting fees, duties, and other taxes imposed by municipalities, states, or governments through regulation, ordinance, law, or judicial or regulatory interpretation (collectively " Taxes"). Except as required by Law, Codi will not calculate, track or pay Taxes or submit Tax reporting on your behalf. Hosts are responsible for all Taxes owed for Listing a Codi Space and Customers are responsible for all Taxes owed for Booking a Codi Space, including, without limitation, accurate calculation of Taxes due, timely remittance of Taxes to the appropriate taxing authority and maintenance of any required records and accounts. If any taxing authority demands that we pay such Taxes on your behalf, you are immediately liable to us for such Taxes and will reimburse or pay Codi for such Taxes upon demand. You are also responsible for (1) any penalties assessed by governmental authorities arising from your failing to comply with this Agreement, including those issued by regulatory or taxing authorities, law enforcement, fire code or safety agencies, and (2) losses we or other Users incur that are based on your failing to comply with this Agreement or misuse of the Platform, Services, Codi Spaces, or Add-ons. Customers are solely responsible for any damage they do to the Codi Spaces during their Booking, and agree to reimburse the applicable Host for all costs and expenses incurred in remediating any such damage. Hosts must notify us within 3 days of a Customer exceeding the permitted use of the Codi. Any use of a Codi Space in excess of the time period specified in the Booking is subject to overage fees as outlined in the Site or on your Order Form. You understand and agree that Codi does not provide you with any advice or guidance of any kind or nature regarding Taxes and that you have been advised to consult with your tax advisor for any required advice or guidance regarding Taxes.

5.4 Payment of Fees and Taxes. You will timely and fully pay all Fees, Taxes, or other amounts you owe under this Agreement. If you owe amounts and we are unable to receive payment through the Codi Platform for any reason, then we may require that you pay through other means (such as direct debit, wire transfer, or cashiers' check). We may set-off any amounts owed to us through collection of funds that would otherwise be payable to you through the Platform. Payments that are not paid by the applicable Due Date will be subject to late charges and accruing finance fees at the highest rate allowed by law or $50 per day, whichever is lower. You are responsible for the payment of the owed Fees and Taxes regardless of Codi Service outcome or any disputes relating to the provision of Codi Services. You are responsible for any costs or expenses associated with our recovering Fees, Taxes, or other amounts owed, including our reasonable attorneys' fees or expenses. Enterprise Membership Plans and Services are put on hold and not considered "active" if the Fees owed are not paid or cannot be charged within 10 days of their due date. We reserve the right to remove access to the Codi Spaces in that case.

5.5 Deposit. As indicated in your Order Form, you agree that you shall pay the Deposit as security for your compliance with this Agreement. In the event you breach this Agreement (including failure to make any payment when timely due or early termination of the Term of your membership) or takes any other actions or omissions (including conducting any unauthorized Construction) resulting in any claims, losses, damages, payments (including legal fees), fines or penalties or other damage to us ("Damages"), we may use all or any portion of the Deposit to cure such breach or for the payment of any such Damages. If we do use all or any portion of the Deposit in respect of such Damages, you shall promptly (or no later than thirty (30) days of our notice to you) restore the Deposit to an amount equal to its original sum. For the avoidance of doubt, you may be held liable (and do hereby authorize us to charge you) for the repair cost for all damage to any Codi Space and items therein caused by you, your personnel, Professionals, Visitors, any other guests or, where permitted, pets. Provided you have paid all required Fees and Taxes in accordance with this Agreement and your Order Form(s), there are no deductions pursuant to this paragraph and you have vacated the Codi Space in good condition with all furniture and fixtures in place, you will receive a full reimbursement of the Deposit in a timely manner upon expiration of the Term. We will not be required to keep the Deposit separate from our general accounts and shall have no obligation or liability for payment of interest on the Deposit. Nothing contained in this Agreement shall be considered to limit or preclude the recovery by us from you of the maximum amount allowed to be obtained as damages or otherwise by any applicable law.

5.6 Payment Methods. Upon execution of your Order Form, you must provide us with a current, valid, accepted method of payment to use Codi. Unless expressly agreed otherwise, you authorize Codi to debit your bank account through ACH Direct Debit (through Stripe) or charge your credit card. Codi may also (i) ask you to verify your bank information with microdeposits, which can take up to 2 days, (ii) charge or authorize your payment method a nominal amount, to verify your payment method, or (iii) authenticate your account via a third-party payment service provider to verify your payment method. You may edit your payment method information in your account settings. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your payment method information, you remain responsible for any uncollected amounts and authorize us to continue billing the payment method, as it may be updated. This may result in a change to your payment billing dates and Term. All credit card payments are subject to a 2.9% processing fee.

5.7 Receiving Payment. Acceptance or payments of funds between Customers and Codi on the Platform ("Payment Processing") is provided by Stripe. Acceptance or payments of funds between Service Providers, Payees, and Codi on the Platform (" Payout Processing") is provided by Routable. Your use of Payment Processing is subject to the Stripe Connected Account Agreement that includes the Stripe Services Agreement as may be modified by Stripe from time to time (collectively, the " Stripe Agreement"). Your use of Payout Processing is subject to Routable Terms of Service as may be modified by Routable from time to time (collectively, the " Routable Agreement"). As a condition using Payment and Payout Processing, you must provide accurate and complete information about you and/or your business and you authorize us to share this information to Stripe and Routable. You agree to provide all information requested by Codi and/or Stripe and/or Routable in connection with enabling payment processing, verifying your identity, satisfying IRS reporting obligations and complying with any other legal or compliance requirements, including but not limited to your bank account and routing numbers and Tax ID or Social Security Number. You shall promptly notify Codi and/or Stripe and/or Routable of any change or update to any information previously provided to Codi and/or Stripe and/or Routable (as applicable). All bank and credit card information is sent directly to and stored with Stripe and/or Routable using their security protocols. Codi does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of Payment and Payout Processing is conditioned upon your compliance with the Stripe Agreement and/or Routable Agreement and if the Stripe Agreement and/or Routable Agreement is terminated you may not be able to use the Codi Platform.

You acknowledge that Codi is not a party to your agreements with Stripe and/or Routable and that Codi is not an affiliate of Stripe and/or Routable. You further acknowledge that Codi does not control Stripe and/or Routable or its performance of payment processing services, and that Codi shall have no liability of any kind to you for any act or omission (including negligence) of Stripe and/or Routable or any claim, demand, suit, damage, judgment, liability, loss, expense or cost incurred by you in relation to the performance or non-performance of payment processing services by Stripe and/or Routable, other than to the extent to which any of the foregoing may directly arise from the gross negligence or willful misconduct of the Company.

We may change or add other payment processing services at any time upon notice to you, for which you may agree to additional terms or conditions in order to continue using the Codi Platform.

5.8 Payout. Payments to Payees for Booking(s) (each, a " Payout") are defined in their separate Service Agreement, License Agreement, or Lease Agreement with Codi. Payments to Service Providers for Services and Third-Party Services are defined in their separate Order Form or Service Agreement entered with Customers or Codi. Codi will generally initiate Payouts to the Payee's selected Payout method on the same day each month. Codi may delay or cancel any Payout for purposes of preventing unlawful activity or fraud, risk assessment, security, or investigation. Service Providers are responsible for communicating any service price changes to Codi with at least 2 weeks notice and must honor the previous rate for confirmed orders.

5.9 Item Rental Removal Fees. Upon the expiration or termination of any item rental, as specified in your Order Form or a separate agreement, you shall be charged a removal fee ("Item Removal Fee"), the amount of which shall be determined at the time the item is retrieved by Codi or the Service Provider. This fee applies to both Customers and Managed Clients under this Agreement.

6. Platform and Service

6.1 Privacy and Data Usage. Our Privacy Policy describes our collection, use, storage, and sharing personal information. This includes personal information included in Content and information collected through use of the Platform. We may anonymize any information, including personal information or Content, and use this information for any purpose including improvement of the Codi Platform, or creating or distributing public marketing collateral.

6.2 Notification and Notices. You agree to receive any communications from us and transact with us electronically. We may communicate with you and provide you information or we may send you notices to the email address or physical address included in your Account or through messaging on the Platform.

You may send any legal notices to us at legal@codi.com. You agree that any email notice from us is considered accepted by you one day after such notice was sent and will have the same legal effect as if it were physically delivered to you. This acceptance of emails or other electronic messages constitutes your consent and your electronic signature has the same legal effect as physically signing a document. You may withdraw this consent to transact electronically at any point by providing notice to us. However, given that electronic communication is integral to the Platform and the Services, following any such notice we may elect to close your Account.

6.3 Communication with Other Users. The Platform may allow you to communicate with other users. It is your responsibility to use good judgment in the information you provide to other users. You may use the Platform only to List or Book Codi Spaces, communicate with us or other users, resolve disputes, or use other functionality we provide to you through the Platform. You may not use the Platform to send messages that are unwanted or unrelated to a Listing or Booking through the Platform, use the Platform to harass or attempt to market other services to users, or send spam.

We are not responsible for, and disclaim all liability resulting from, any losses or harm to you resulting from sharing personal or sensitive information with other users, or communicating or engaging with users outside of the Platform.

6.4 Feedback. We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Codi Platform (" Feedback"). You may submit Feedback by emailing us, through the "Contact Us" section of the Codi Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish that Feedback for any purpose, without compensation or attribution to you.

7. Terms specific for Hosts

7.1 When creating a Listing through the Codi Platform you must (i) provide complete and accurate information about your Codi Space (such as listing description, location, amenities, and calendar availability), (ii) disclose any deficiencies, restrictions, and requirements that apply (such as non-pet allergies) and (iii) provide any other pertinent information requested by Codi. You are responsible for keeping your Listing information (including calendar availability) up-to-date at all times.

7.2 When you enter into a legally binding agreement with Codi or the Customer, you also agree to pay any applicable Taxes.

7.3 Pictures, animations or videos (collectively, " Images") used in your Listings must accurately reflect the quality and condition of your Listing. Codi reserves the right to require that Listings have a minimum number of Images of a certain format, size and resolution.

7.4 The placement and ranking of Listings in search results on the Codi Platform may vary and depend on a variety of factors, such as (without limitation) Customer search parameters and preferences, calendar availability, and/or number and quality of Images. Codi may change your Listing's associated monthly rate from time to time at its sole discretion.

7.5 You may not require Customers to pay you outside of the Platform, including for potential commissions.

8. Terms specific for Customers

8.1 Security and Access

8.1.1 Subject to meeting any requirements (such as completing any verification processes) set by Codi and/or the Host, you can book a session at a Codi Space through the Codi Platform with an active Enterprise Membership Plan and on the days and locations indicated in your Order Form. There are no additional charges involved with booking a session. The Codi Space's exact address and access instructions will be provided through the Codi Platform and visible to you and your Professionals.

8.1.2 Methods to access your Codi Space will be included for no extra fee. To the extent you have requested in writing (in the Order Form or otherwise), and paid, a Key Fee, you shall receive the number of keys to the Codi Space as requested (" Key Fee"). The Key Fee shall not be reimbursed upon the expiration or termination of the Term.

8.1.3 Don't transfer your keycard, key or other access device or credentials to anyone else, and don't make any copies of any keys, keycards, or other means of entry to any Codi Space (each, an "Access Device"). You are responsible for maintaining the security of your Access Device. You must promptly notify us if you suspect your Access Device has been compromised or if your Access Device has been lost. Access Devices remain our property, and you must return them immediately upon termination or expiration of your membership (or, with respect to any of your employees or service-providers who maintain an Access Device, upon their termination of services to you). You shall under no circumstances duplicate any keys or other Access Device issued by us, and any such duplication shall immediately result in having your Access Device privileges revoked. You will be charged a $50 replacement fee for any lost or damaged Access Devices, including our withholding all or any portion of your Deposit (when applicable). Codi reserves the right to alter or change your Access Device at any time upon reasonable notice.

8.1.4 Depending on the building security protocols, you and your Visitors may be required to present a valid, government-issued photo identification in order to gain access to your Codi Space. For security purposes, we may have security cameras onsite, which may record certain areas of our Codi Spaces. We will only review footage to the extent necessary to investigate incidents, including turning over any such footage to applicable law enforcement authorities.

8.1.5 We are not responsible for any property you leave behind in any of your Codi Space. It is your responsibility to ensure that you have retrieved all of your personal items prior to leaving. If you want cleaners not to toss away specific personal items or wipe whiteboards, please notify support@codi.com. Prior to the Termination date, you must remove all of your property from all Codi Spaces. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in any of our Codi Spaces, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal.

8.1.6 If you would like to host a gathering that is open to anyone other than your personnel, or otherwise in which food or alcohol will be served by a third party vendor at a Codi Space (each, an "Event"), you must first obtain our written consent from Codi. All requests related to hosting Events must be submitted in writing to support@codi.com at least 10 business days prior to such Event. Such request must contain a short description of the Event, prospective number of attendees, nature of food and drink service, and vendor contact information. In response, we may require further information. You are responsible for obtaining a liquor license in connection with any approved Events where alcohol is being served. Note that your request will be subject to underlying building and lease restrictions, fire code specifications, and insurance requirements. Notwithstanding the foregoing, we reserve the right to withhold consent for any Event, and any guests shall be subject to the building restrictions. You are responsible for the actions of your guests when they are in the Codi Space.

8.2 We will make your Codi Space available to you and your Professionals for private, exclusive access (unless explicitly said otherwise in the Order Form), at the time and in the condition described in your Order Form with any furniture and fixtures described therein, provided your Enterprise Membership Plan is active. Your Codi Space Unless specified otherwise in your Order Form, your Codi Space does not include additional storage spaces or access to server rooms. Any access to storage spaces or server rooms requires the supervision of an authorized individual. In no event shall server or HVAC rooms be used as storage spaces.

8.3 You may bring additional individuals (" Visitors") to a Codi Space. In such a case, Visitors are subject to all applicable rules in the building and must be accompanied by a Customer throughout their time at the Codi Space. Professionals are also responsible and liable for their acts and omissions, and those of any of their Visitors, in relation to their use of the Codi Space. Your organization will be responsible and liable for any claims, losses, expenses, costs or damages, including reasonable attorneys' fees (each a " Claim") arising out of or based on the acts or omissions of your Professionals, Visitors, and any third-parties you contracted with outside of Codi, in relation to a Booking (including without limitation, use of the Codi Space), and your organization agrees to defend (at Codi's option), indemnify and hold harmless Codi, Service Providers, Hosts, and its personnel from any and all such Claims.

8.4 During your time at a Codi Space, you are responsible for (i) ensuring that your use does not exceed any limitations identified in the Order Form and/or Booking, (ii) coordinating your estimated arrival time, (iii) respecting parking rules and limiting noise. You are responsible for and accept all liability for any damage you do to the Codi Spaces or any related amenities (whether intentional or not) and for your failure to comply with applicable Laws. You agree to share the Codi Space with the Host, the Codi team, Service Providers and other Customers (when applicable) and to leave the Codi Space in substantially the condition as provided to you. You agree to promptly notify Codi of any damage done to the Codi Spaces or related amenities.

8.5 Mail or package deliveries depend on the building restrictions and are subject to any security protocols and procedures in place in the building where your Codi Space is located.Codi shall not be responsible for the safeguarding or handling of any mail.

8.6 Conference rooms and other shared spaces throughout the floor or building where your Codi Space is located (i.e. spaces available for general customer use other than the Codi Space and other space designated for exclusive use by our other Customers) (the "Common Spaces") are available for use as indicated in your Order Form. You may use Common Spaces as needed during Business Hours (and after Business Hours to the extent available for general customer use) and in reasonable proportion to the size of your team (including any Visitors). You may schedule use of the conference rooms via the Codi Google Calendar and conference rooms are to be accessed by you, and to the extent we permit, your Visitors, starting from the time immediately prior to your reserved time and ending at the time immediately following your reserved time. Common Spaces are for temporary use and not as a place for continuous, everyday work.

You are expected to clean up after yourself after use of conference rooms and Common Spaces, including disposal of trash, removal of dishes, glasses and cutlery, and, with respect to conference rooms, wiping the surface of conference tables of crumbs, spills and stains. If we incur excess cleaning charges for your failure to properly clean a conference room, the cost of such cleaning will be passed down to you.

8.7 Term. The agreement set forth in this Agreement and in the Order Form will take effect on the Start Date and will remain in force for the initial term (the " Initial Term") as indicated in the Order Form until terminated by Codi or your organization. This Agreement will be automatically renewed on a regular basis (the " Renewal Term") upon completion of the Initial Term, unless terminated with written notice according to the " Notice Period" prior to the expiration date of the Initial Term or any Renewal Term, as specified in the Order Form. Such Renewal Term(s) may be subject to changes, including Add-Ons, number and locations of Codi Spaces, and the related Fees. Codi reserves the right to change the price of Membership Fees or Add-Ons at any time, which will take effect for the Customer's Renewal Term. Renewal with increased Fees will not take place without the organization's approval and will be detailed in an updated Order Form and/or an Add-Ons Agreement. Collectively, the Initial Term and Renewal Terms are the " Term". Codi will not increase Membership Fees during a Term without the organization's approval. Unless explicitly described otherwise in the Add-Ons Agreement or on the Codi Platform, the number of Add-Ons can be leveled up or down upon request by Customer following completion of the Initial Term with a 4-week written notice. Your organization may terminate this agreement and its Order Form by providing us with notice no later than 30 days prior to the desired effective date of termination ("Termination"). Your organization must deliver any termination notice to enterprise@codi.com. Your organization will remain responsible and liable for any unpaid amounts of the Fees outlined in the Order Form.

8.8 Relocation. Respecting the space requirements set forth in the Order Form, Codi reserves the right to change the location of Codi Spaces at any time and with 15 days notice. You acknowledge and agree that we have the right to relocate you to another reasonably comparable Codi Spaces (a " Relocation") upon 15 days' prior notice, which relocation shall be executed in a manner that minimizes interference with the conduct of your business. In the event of any Relocation, your Order Form shall be updated to reflect such relocated premises and the term "Codi Space" as used therein and herein shall be deemed to refer to such relocated Codi Space.  If Codi exercises its right to change the location of your Codi space, you will have the one-time right to terminate your membership within 48-hours of receiving notice from Codi. Upon exercising your termination right, you will receive a reimbursement for any pre-paid fees for the remaining time on your paid contract.

8.9 Termination Events. Codi may terminate this agreement and your organization's Enterprise Membership in its sole discretion, if any of the "Termination Events" occur (as described below), by providing email notice to your organization as set forth in the section 6.2. Termination will become effective immediately or on the date set forth in the written notice of termination. Termination of this agreement will not affect the provisions regarding your organization's or Codi's treatment of Confidential Information, provisions relating to the payment of amounts due, or provisions limiting or disclaiming Codi's liability, which provisions will survive termination of this Agreement.

In particular, we may terminate the agreement if any of the following events (" Termination Events") occur:

(a) you fail to pay any amount due to Codi within ten (10) days after Company gives you written notice of such nonpayment; or

(b) you are in material breach of any nonmonetary term, condition or provision of this Agreement, which breach, if capable of being cured, is not cured within ten (10) days after Codi gives you written notice of such breach; or

(c) your organization (i) terminates or suspends its business, (ii) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.

8.10 Upon any termination of your organization's Agreement and/or Order Form, your organization agrees to destroy or delete all Codi confidential information and Codi Marks, if any, your organization has in its possession or under its control.

9. Use of Trademarks

9.1 We may use your organization's name, logo, trademarks, branding elements and other publicly available materials ("Marks") to identify your organization on the Codi Platform. For example, we may include your organization's name and logo in the Client Portal or in email communications to your Professionals. In support of our marketing initiatives, including without limitation, featured Customers on our website, email outreaches, and case studies showcasing transformations of our spaces, we may include your name or logo in connection therewith. If your name or logo is featured on any marketing collateral and you would like for it to be removed, please contact support@codi.com and we will honor your request.

9.2 Your organization may use Codi's Marks for the purpose of promoting your Enterprise Membership Plan and the Codi Platform to your Professionals; provided our Marks are used only in the forms provided by us, according to our instructions, and in compliance with any brand guidelines we make available or provide to you. In particular, your organization may not display or use our Marks for any external purpose (outside your organization) without our prior written authorization.

10. Damage to Codi Spaces, Items, Disputes between Users

10.1 Required Insurance. Every User is responsible for acquiring and maintaining any and all insurance that is required by Law or is otherwise advisable for you, your Space, your belongings, or your business. You are solely responsible for understanding and evaluating what insurance is appropriate to cover damage, loss, injury, legal liability, and other harm specific to you, your business, third parties, the Codi Space or Amenities, and deciding what coverage, limits and providers are appropriate for you. All Customers are required to maintain standard general liability insurance which shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Codi or the Host.

10.2 Supplemental Insurance. Codi may, in its sole discretion, obtain and maintain supplemental insurance policies providing limited supplemental protection of Hosts against liability to Customers, or third parties for personal injury or property damage sustained by Customers (" Host Protection"). Where we elect to provide Host Protection, this does not eliminate or reduce your obligation to maintain insurance as provided in Section 10.1. Further, where provided, recovery under Host Protection will be (i) available only where a Host fully complies with this Agreement, (ii) supplemental to any insurance maintained by Hosts, (iii) limited to the terms, conditions, and exclusions of the Host Protection, (iv) subject to the then applicable claims procedure established by Codi and the issuer of the Host Protection, and (v) subject to a Host promptly notifying the Codi support team at legal@codi.com of any potential claims. Further, Codi or its insurers may amend, modify, or terminate any Host Protection at any time, with or without notice to you.

10.3 Furniture, Fixtures, Equipment Damages. Customer shall keep the Codi Space and all signs installed in good condition and repair, whether or not the need for such repairs occurs as a result of Customer's use, any prior use, the elements or the age of such portion of the Codi Space. All damage to the Codi Space caused by Customer or Customer's employees/visitors, or the failure of Customer or Customer's employees/visitors to comply with the Terms of Service, shall be repaired at Customer's expense. Codi may make any repairs or maintenance, which are not promptly made by Customer and charge Customer for the cost thereof. For the avoidance of doubt, maintenance issues such as plumbing leak fixes and light bulb changes will be completed at the cost of the Customer. Customer waives all rights to make repairs to the Codi Space at the expense of Codi or the Host. Customers acknowledge and agree that they are using the Codi Space as-is. Upon the expiration or earlier termination of this Agreement, Customer shall surrender the Codi Space and all alterations, additions and improvements in the same condition as when received. For items purchased or rented through the Codi Platform, Managed Clients (defined in Managed Services Terms below) and Customers are responsible for inspecting delivery and making note of any missing, incorrect, or damaged items. All damages must be reported to your Codi representative or support@codi.com within 24 hours of delivery to your office. Codi or the Service Provider will respond with remedy action in a reasonable & timely manner.

10.4 If a Host or the owner of a Codi Space claims and provides evidence that you as a Customer have damaged a Codi Space or any property at a Codi Space (" Damage Claim"), the Host can seek payment from you by notifying the Codi support team. If a Host escalates a Damage Claim to Codi, you will be given an opportunity to respond. If you agree to pay the Host, or Codi determines in its sole discretion that you are responsible for the Damage Claim, Codi will collect any such sums from you required to cover the Damage Claim by charging your payment instrument on file. Codi also reserves the right to otherwise collect payment from you and pursue any remedies available to Codi in this regard in situations in which you are responsible for a Damage Claim.

10.5 Users agree to cooperate with and assist Codi in good faith, and to provide Codi with such information and take such actions as may be reasonably requested by Codi, in connection with any Damage Claims or other complaints or claims made by Customers relating to Codi Spaces or any personal or other property located at a Codi Space. A User shall, upon Codi's reasonable request and at no cost to the Customer, participate in mediation or a similar resolution process with another User, which process will be conducted by Codi or a third party selected by Codi or its insurer, with respect to losses for which a User is requesting payment from Codi.

10.6 If you are a Customer, you understand and agree that Codi may make a claim under any applicable insurance policy you have that would provide coverage for any damage or loss that you are responsible for. You agree to cooperate with and assist Codi in good faith, and to provide Codi with such information as may be reasonably requested by Codi, to make a claim under any such insurance policy, including, but not limited to, executing documents and taking such further acts as Codi may reasonably request to assist Codi in accomplishing the foregoing.

11. Prohibited Activities

11.1 You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Codi Platform. In connection with your use of the Codi Platform, you will not and will not assist or enable others to:

• breach or circumvent any applicable laws or regulations, agreements with third- parties, third-party rights, this Agreement or our Policies;
• use the Codi Platform or Collective Content for any purposes that are not expressly permitted by this Agreement or in a manner that falsely implies Codi endorsement or partnership or otherwise misleads others as to your affiliation with Codi;
• copy, store or otherwise access or use any information, including personally identifiable information about any other Customer, contained on the Codi Platform in any way that is inconsistent with Codi's Privacy Policy or this Agreement or that otherwise violates the privacy rights of Customers or third parties;
• use the Codi Platform in connection with the distribution of unsolicited commercial messages ("spam");
• list, as a Host, any Codi Space that you do not yourself own or have permission to list or make available through the Codi Platform;
• unless Codi explicitly permits otherwise, book any Listing if you will not actually be using the Codi Space yourself;
• contact another User for any purpose other than asking a question related to your own Order Form, Booking, Listing, or the Users use of the Codi Platform, including, but not limited to, recruiting or otherwise soliciting any User to join third-party services, applications or websites, without our prior written approval;
• use the Codi Platform to request, make or accept a booking independent of the Codi Platform, to circumvent any Host Fees or for any other reason;
• request, accept or make any payment for any use of a Codi Space outside of the Codi Platform. If you do so, you acknowledge and agree that you: (i) would be in breach of this Agreement; (ii) accept all risks and responsibility for such payment, and (iii) hold Codi harmless from any liability arising in connection with such payment;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behavior;
• use, display, mirror or frame the Codi Platform or Collective Content, or any individual element within the Codi Platform, Codi's name, any Codi trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Codi Platform, without Codi's express written consent;
• dilute, tarnish or otherwise harm the Codi brand in any way, including through unauthorized use of Collective Content, registering and/or using Codi or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Codi domains, trademarks, taglines, promotional campaigns or Collective Content;
• use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Codi Platform for any purpose;
• avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Codi or any of Codi's providers or any other third party to protect the Codi Platform;
• attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Codi Platform;
• take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Codi Platform;
• export, re-export, import, or transfer the Application except as authorized by United States law, the export control laws of your jurisdiction, and any other applicable laws; or
• violate or infringe anyone else's rights or otherwise cause harm to anyone.

11.2 Construction. You must not perform any construction, build-outs, alterations, improvements, additions, installations or other work relating to the Codi Space ("Construction") without our prior written consent which consent may be withheld in our sole and absolute discretion. In the event such consent is provided, (i) the Codi Space shall be deemed to include such Construction and, unless otherwise agreed to in writing by us, (ii) you shall bear the full cost of (x) any Construction (including labor, and where applicable, additional fees where unionized labor is required by the Landlord) and (y) in connection with the termination of the Services or (if applicable) a Relocation, the removal of such Construction, including any repairs to the Codi Space caused by the Construction.

11.3 No Tenancy. You acknowledge that this is a revocable license for a limited use, and nothing in this Agreement, or your Order Form shall constitute a leasehold interest or tenancy or conveyance of any exclusive possessory interest in the Codi Space. You shall not permit any liens to be filed against the Codi Space for any cause or reason. If any liens are filed against the Codi Space, you permit us to discharge the same without your consent and seek reimbursement from you. Accordingly, we may exercise self-help to regain exclusive control of the Codi Space, including, without limitation, locking up the Codi Space. You understand and agree that no prior or subsequent court order or approval shall be necessary in connection with such self-help or lock-out.

11.4 You do not have any direct rights from, or obligations to, the Landlord, and agree that you will not request Landlord's consent or approval directly with respect to any matters relating to the Services, including with respect to any Construction, Relocation, or requests for service animals or pets on the Codi Space. All consents, approvals, questions and other communications shall be sent directly to us in accordance with this Agreement.

11.5 You acknowledge that Codi has no obligation to monitor the access to or use of the Codi Platform by any User or to review, disable access to, or edit any User Content, but has the right to do so to (i) operate, secure and improve the Codi Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users' compliance with this Agreement; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) respond to User Content that it determines is harmful or objectionable; or (v) as otherwise set forth in this Agreement. Users agree to cooperate with and assist Codi in good faith, and to provide Codi with such information and take such actions as may be reasonably requested by Codi with respect to any investigation undertaken by Codi or a representative of Codi regarding the use or abuse of the Codi Platform.

11.6 If you feel that any User you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of stealing from you or another User, or (iii) engages in any other inappropriate conduct, you should immediately report such person to the appropriate authorities and then to Codi by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

12. Termination, Disputes, and Binding Arbitration

12.1 Term and Termination by User. You consent to this Agreement when you first access or use the Codi Platform, and your continued use of the Codi Platform constitutes your ongoing consent to this Agreement as amended from time to time. You may terminate this Agreement by closing your Account with us, however this will not terminate any accrued obligations you may have. This includes any obligations to pay for any Fees or Taxes due, as indicated in your Order Form or through the Codi Platform; or any liabilities that you incurred prior to termination.

12.2 Suspension or Termination by Codi. We may suspend your Account — including your ability to communicate with other users or receive payments, or complete a Booking — or terminate this Agreement and your Account at any time and with or without cause. Termination may occur for reasons including, without limitation, (i) if we believe that use of your Account poses a risk to Codi, you, other users, or third parties, (ii) actual or potential fraud by you or on your behalf, (iii) your failure to respond to communications from us or other users, or (iv) your failure to comply with this Agreement or applicable Law.

12.3 When this Agreement has been terminated, you are not entitled to a restoration of your Codi Account or any of your User Content. If your access to or use of the Codi Platform has been limited or your Codi Account has been suspended or this Agreement has been terminated by us, you may not register a new Codi Account or access and use the Codi Platform through an Codi Account of another User.

12.4 If you or we terminate this Agreement, the clauses of this Agreement that reasonably should survive termination of the Agreement will remain in effect.

12.5 Binding Arbitration. This section describes how disputes or claims arising under this Agreement between you and Codi will be resolved. It includes waivers to both a jury trial and your ability to join other plaintiffs as part of a class action. Please read this section carefully before accepting this Agreement — you may not use the Codi Platform and Services if you do not agree to this section.

12.5.1 Overview of Dispute Resolution Process. Codi is committed to participating in a consumer-friendly dispute resolution process. To that end, this Agreement provide for a two-part process for individuals: (1) an informal negotiation directly with Codi's customer service team, and (2) a binding arbitration as follows:

(i) Where the relief sought is $25,000 or less, the arbitration will be conducted by FairClaims in accordance with its Arbitration Rules & Procedures effective at the time a claim is made. You consent to receive electronic service of process at the email associated with your Account. Where you are delinquent in responding to such process, you will be responsible for any attorney, court, or other fees associated with the delinquency. The party filing the User Dispute will be responsible for payment of any costs associated with that filing, including costs borne by Codi. As a part of the User Dispute, you may also seek to recover these costs if you prevail.

(ii) Where the relief sought is $25,001 or more, the arbitration will be conducted by the American Arbitration Association (" AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate.

Once arbitration is initiated as provided in Subsections (i) or (ii) above, the parties will share the costs of the arbitration, facilities, and arbitration reporters (as necessary) equally except as otherwise determined by the arbitrator. Each party will be responsible for its own attorneys' fees and legal costs. The arbitrator may award the prevailing party recovery of any of the costs of arbitration or legal fees as they see appropriate.

Any FairClaims arbitration hearing shall be held via videoconference. Any AAA arbitration hearing shall be held in the county in which you reside or at another mutually agreed location. You or Codi may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Codi subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in- person hearing is held, you and/or Codi may attend by telephone.

The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Codi User to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

The Parties agree that all communications and evidence related to the dispute will remain confidential, and neither party shall take any action that will harm the reputation of any of the other, or which would reasonably be expected to lead to unwanted or unfavorable publicity to either of the Parties or entities.

12.5.2 Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and Codi each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact Codi's customer service team by emailing us at support@codi.com. Please briefly describe the nature of your dispute and the relief you would like from Codi in your email. If after a good faith effort to negotiate one of us feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration proceedings, a form is available on the FairClaims website or the AAA's site. (The AAA provides a Demand for Arbitration form and a separate form for California residents.) Any settlement offer made by you or Codi shall not be disclosed to the arbitrator.

12.5.3 Agreement to Arbitrate. You and Codi mutually agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement or interpretation thereof, or to the use of the Codi Platform, Codi Services, or the Collective Content (collectively, "Disputes") will be settled by binding arbitration (the "Arbitration Agreement"). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and Codi agree that the arbitrator will decide that issue.

12.5.4 Exceptions to Arbitration Agreement. You and Codi each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

12.5.5 Jury Trial Waiver. You and Codi acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

12.5.6 No Class Actions or Representative Proceedings. You and Codi acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney- general action, or any other representative proceeding as to all Disputes. Further, unless you and Codi both otherwise agree in writing, the arbitrator may not consolidate more than one party's claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

12.5.7 Severability. With the exception of any of the provisions in Section 12.5.6 if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If an arbitrator or court decides that any of the provisions in Section 12.5.6 is invalid or unenforceable, then the entirety of the Agreement to Arbitrate shall be null and void and the remainder of this Agreement will continue to apply.

12.5.8 Changes. Notwithstanding the provisions of Section 14.1 ("Right to amend"), if Codi changes this Section 12 ("Termination, Disputes, and other Binding Arbitration") after the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us written notice (including by email) within thirty (30) days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Codi's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Codi in accordance with the provisions of the "Termination, Disputes, and other Binding Arbitration" section as of the date you last accepted this Agreement (or accepted any subsequent changes to this Agreement).

12.5.9 Survival. Except as provided in Section 12.5.7, this Section 12 will survive any termination of this Agreement and will continue to apply even if you stop using the Codi Platform or terminate your Codi Account.

12.5.10 Confidentiality of Proceedings. Any proceedings pursuant to this Section 12 and their results will be maintained as confidential by all parties. Except as may be required by Law, the parties and those persons participating in the proceedings on their behalf will not disclose and will maintain the confidentiality of all materials, testimony, and evidence provided during the proceeding as well as the results of such proceeding. The parties agree to enter into a separate confidentiality agreement or order, as appropriate, to maintain the confidentiality of the proceedings.

13. Referral Program

This section, in combination with the rest of the Agreement relating to your use of the Codi Platform, is made between Customer ("you", "your") and Codi ("we," "our", "us") and governs your participation in Codi's Referral Program (the "Referral Program"). References to Company include any Users authorized to participate in the Referral Program on Company's behalf. Company shall be fully responsible for the acts or omissions of its Users. By requesting or sending a Referral Link (defined below), you will be deemed to have accepted and be bound by this Agreement.

13.1 Referral Program Eligibility. In order to participate in the Referral Program, you must have an active Enterprise Membership Plan as defined in Section 5.3 ("Payment of Fees and Taxes") of this Agreement.

13.2 Qualifying Referrals. Codi will provide you with a unique URL that can be provided to prospective Codi customers (the "Referral Link"). Referred customers must be businesses engaging in commercial activity for the sale of goods and/or services. Referral Discounts will only be awarded for Qualifying Referrals. A Qualifying Referral must meet all of the following conditions:

• The referred customer is not registered, and was not previously registered, with Codi under any email address, domain, or alias;
• The referred customer executes an Enterprise Membership Plan with a term length of at least 6 months;
• The referred customer completes the registration process with Codi using the referrer's Referral Link. If a referred customer registers with Codi using any other link or method, we reserve the right to disqualify the referral; and
• The referred customer completes their first Enterprise Membership Plan payment, retainer, or security deposit.

You and your Users may not use any paid advertisement to promote the Referral Program, including but not limited to, paid search marketing, advertisements, affiliate networks, paid email campaigns or other similar methods. Using your Referral Link to create a new Enterprise Membership Plan for your company, its affiliated entities, or yourself is prohibited. By participating in the Referral Program, you represent and warrant that each of your Users will comply with all applicable Codi policies and terms, and any and all applicable laws or regulations.

13.3 Redemption Process. Prospective customers may be eligible to receive a one time Referral Discount of 25% off the Monthly Reservation Fee (not to exceed $2,500) meeting all conditions of a Qualifying Referral. You may be eligible to receive a Referral Discount of 25% off the Monthly Reservation Fee (not to exceed $2,500) for each Qualified Referral you refer. The Referral Discount percentage and monthly maximum amount may change from time to time and will be set forth on the relevant Referral Link. The Referral Discount percentage and monthly maximum amount is set to the value at the time the prospective customer registers starting from the Referral Link. You will receive any number of Referral Discounts on your next available Enterprise Membership Plan payment after a Qualifying Referral is made, so long as the total invoice amount for the plan payment is greater than $0. If more than one Qualifying Referral is made before a Referral Discount(s) can be applied, as many discounts as can be applied to the next plan payment will be applied, and any that can't will be applied to subsequent payments in the order the Qualifying Referral was made until either your Enterprise Membership Plan expires or there are no additional discounts to be applied.

13.4 Privacy. Any information obtained in connection with the Referral Program will be collected, processed and used in accordance with Codi's Privacy Policy.

13.5 Additional Terms and Restrictions. Referral Discounts may qualify as taxable income for you. You are responsible for any federal or state taxes resulting from your participation in the Referral Program. Codi will not be obligated to report federal and state taxes to relevant authorities, but may report such income as required by law.

13.6 Reservation of Rights. Codi reserves the right to withhold, deny, or cancel any Referral Discounts if we, in our sole discretion, deem the award of any Referral Discount as fraudulent, abusive, unethical, suspicious or otherwise inconsistent with these terms or any other applicable laws or regulations.

13.7 Termination. Codi reserves the right to suspend or terminate the Referral Program or this Agreement at any time and for any reason in our sole discretion upon Notice to you or by deactivation of your Referral Link. Your eligibility for the Referral Program and the eligibility of any referrals is determined in the sole discretion of Codi.

14. Additional Legal Terms

14.1 Right to Amend. We may make modifications, deletions and/or additions to this Agreement ("Changes") at any time. Changes will be effective: (i) thirty (30) days after we provide notice of the Changes, whether such notice is provided through the Codi Platform user interface, is sent to the e-mail address associated with your Account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. If you do not agree to the revised Agreement, you must close your Account by contacting us. You consent to this Agreement when you first access or use the Codi Platform, and your continued use of the Codi Platform constitutes your ongoing consent to this Agreement as amended from time to time.

14.2 Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, this Agreement constitute the entire agreement between Codi and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Codi and you in relation to the access to and use of the Codi Platform.

14.3 No Assignment. You may not assign this Agreement or any rights granted to you, including operation or management of your Account, whether by operation of law, change of control, merger, asset sale or otherwise, without Codi's prior written consent. Any attempt to do so without our prior consent will be null, void and of no effect. We may assign this Agreement at our sole discretion, without restriction. Any permitted transfer will take effect to the benefit of and bind any successors in interest.

14.4 Force Majeure. Codi will not have any liability for any failure or delay in the performance of its obligations arising out of or relating to its obligations under this Agreement or the Order Form when such failure or delay is in connection with strikes, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, electrical outages, war, pandemic, epidemic, other public health crisis, act of God, or any other cause beyond its reasonable control (each a "Force Majeure").

14.5 Disclaimers.

YOU AND/OR YOUR ORGANIZATION AGREES THAT CODI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE USE OR OPERATION OF, OR PARTICIPATION IN, ANY ASPECT OF THE ORDER FORM AND/OR THE CODI PLATFORM, INCLUDING WITHOUT LIMITATION THE PLATFORM, THE SITE, OR THE CODI SERVICES. THE ORDER FORM, THE CODI PLATFORM, AND ALL ASPECTS THEREOF, INCLUDING WITHOUT LIMITATION THEIR FEATURES AND ANY ASSOCIATED PRODUCTS, MATERIALS, SERVICES AND OTHER OFFERINGS ARE OFFERED AND DELIVERED "AS-IS" WITHOUT WARRANTIES OF ANY KIND.

CODI DOES NOT WARRANT THAT THE ORDER FORM, THE CODI PLATFORM, THE SITE, OR THE SERVICES, OR ANY ASSOCIATED FEATURES OR MATERIALS WILL MEET YOUR ORGANIZATION'S REQUIREMENTS, OR THAT THEIR OPERATION OR USE WILL BE UNINTERRUPTED, ERROR-FREE OR WILL APPEAR AS DESCRIBED IN ANY DOCUMENTATION. CODI AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT.

If you choose to use the Codi Platform or Collective Content, you do so voluntarily and at your sole risk. You agree that you have had whatever opportunity you deem necessary to investigate the Codi Services, laws, rules, or regulations that may be applicable to your Listings and Codi Spaces you are receiving and that you are not relying upon any statement of law or fact made by Codi relating to a Listing or Codi Space.

If we choose to conduct identity verification or background checks on any User, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a User or guarantee that a User will not engage in misconduct in the future.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

14.6 Applicable Law. This Agreement will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to conflict-of-law provisions. Judicial proceedings (other than small claims actions) that are excluded from the Arbitration Agreement in Section 12 must be brought in state or federal court in San Francisco, California, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in San Francisco, California.

14.7 Representations and Warranties. By opening your Account, you represent and warrant that (a) you are authorized to use the Platform and Services and have authority to execute this Agreement; (b) that you have only one Account with us and have not had an Account terminated by us previously; (c) all information provided to us is accurate and complete; (d) you will not use the Codi Platform or Codi Spaces in violation of Law, to commit fraud, to deceive other users, or for any other improper purpose; and (e) you are authorized to provide any Content to us.

When using the Codi Platform as a Host, you further represent and warrant that (f) you are permitted under applicable Laws to List any Codi Spaces provided; (g) your Listing of a Codi Space and the Codi Spaces itself comply with applicable Laws; and (h) you will reasonably facilitate the use of, and not obstruct the use of, the Codi Spaces as Booked by Customers.

When using the Codi Platform as a Customer, you further represent and warrant that (i) you will not use Codi Spaces or Codi Services in a manner that violates Laws, or that facilitates the violation of either by third parties; and (j) that any payment credentials provided to us may be used as described in this Agreement.

14.8 Indemnities. You will indemnify, defend and hold Codi and its agents, directors, shareholders, Customers, Hosts, Service Providers, partners, managers, officers, employees, information providers, distributors, vendors, attorneys, or affiliates (collectively, "Codi Affiliates") harmless against all third- party claims, liabilities, losses, damages, and related expenses (including reasonable legal expenses) (collectively, "Claims") arising from or related to (a) provision of your Codi Spaces (for Hosts), or use of Codi Spaces or Services (for Customers); (b) Content you provide through the Platform; (c) your failure to comply with Laws; (d) your providing of information to us that is inaccurate or incomplete, (e) your breach of any of your obligations under this Agreement, and (f) any contract or other agreement between you and any other user other than through the Platform. This indemnification will survive termination of this Agreement.

14.9 Liability. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Codi Platform, Codi Spaces, and Collective Content, your publishing or booking of any Listing via the Codi Platform or the Order Form, your stay at any Codi Space, participation in any work session or use of any other Service or any other interaction you have with other Users whether in person or online remains with you. Neither Codi nor any other party involved in creating, producing, or delivering the Codi Platform, Collective Content, or Codi Services will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) this Agreement, (ii) from the use of or inability to use the Codi Platform or Collective Content, (iii) from the use of or inability to use Codi Spaces, (iv) from any communications, interactions or meetings with other Users or other persons with whom you communicate, interact or meet with as a result of your use of the Codi Platform, Codi Spaces, or Codi Services, or (v) from your publishing or booking of a Listing, including the provision or use of Codi Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not your organization or Codi has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Except for our obligations to pay amounts to applicable Hosts pursuant to this Agreement, in no event will Codi's aggregate liability arising out of or in connection with this Agreement and your organization's use of the Order Form or the Codi Platform including, but not limited to, from your publishing or booking of any Listings via the Codi Platform or an Order Form, or from the use of or inability to use the Codi Platform or Collective Content and in connection with any Codi Space or other Codi Service, or interactions with any other Users, exceed $10,000 U.S. dollars.The limitations of damages set forth above are fundamental elements of the basis of the bargain between Codi and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

14.10 Headings and Interpretation. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation".

14.11 General. The failure of Codi to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Codi. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of the Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of the Agreement will remain in full force and effect. Nothing in the Agreement creates or implies an agency relationship, joint venture, or partnership between Codi and your organization.

14.12 Entire Agreement This Agreement (including the Order Form and the Privacy Policy, and any other policies identified in any of them) constitute the entire and exclusive understanding and agreement between Codi and your organization regarding your use of Codi. This Agreement supersedes and replaces any and all prior oral or written understandings or agreements pertaining thereto. If you have any questions about this Agreement please email us at support@codi.com.

Managed Services Terms

These terms apply exclusively to clients ("Managed Clients") utilizing the Codi Platform for sourcing, reserving, and managing office services under these Managed Services Terms. These terms do not apply to Customers under an Enterprise Membership Plan unless explicitly stated otherwise.

With the exception of terms related to Codi Spaces, Enterprise Membership Plans, and Hosts, and unless explicitly modified by these Managed Services Terms, all other provisions in the Codi Terms of Service—including those related to payment methods, late payments, taxes, and payment disputes—remain fully applicable to Managed Clients.

1. Managed Services Overview

Under these Managed Services Terms, Managed Clients receive access to the Codi Platform, including:

• AI-powered virtual office assistant
• Dedicated office support team (available during business days and hours)
• Integrated office service request and work order management
• Scheduling tools for recurring and ad-hoc office services
• Marketplace for sourcing and booking office-related services and products
• Unified billing and payment system for streamlined expense management

2. No License and Liability for Physical Spaces

2.1 Managed Clients acknowledge that these Managed Services Terms do not grant any license or right to access or use physical office spaces. Any agreements regarding use and access to physical office spaces must be directly negotiated and agreed upon between Managed Clients and their landlords.

2.2 Managed Clients acknowledge and agree that Codi assumes no liability or responsibility for any matters concerning building maintenance, physical space conditions, including repairs, utilities, access, security, or landlord obligations. Codi's role is strictly limited to assisting Managed Clients with communication, coordination, and submission of service and maintenance requests to landlords, building managers or specialists, as governed by the lease agreements between Managed Clients and their landlords.

3. Role of the Codi Platform

3.1 Codi acts as a facilitator between Managed Clients and Service Providers, enabling Managed Clients to schedule, manage, and pay for "Third-Party Services" and Item Rentals through the Codi Platform. Codi's responsibilities are limited to: (i) maintaining the Codi Platform; (ii) providing tools to facilitate the communication, scheduling, management, and payment for Third-Party Services and Item Rentals; and (iii) providing customer support related to the use of the Codi Platform and coordination with Service Providers.

3.2 By booking Services via the Codi Platform, Managed Clients create a direct, legally binding agreement with the respective Service Providers, constituting an Order Form. With the exception of Item Rentals, Codi is not a party to these agreements.

3.3 Service Providers are independent businesses and individuals, and Codi does not employ, supervise, or control Service Providers or their services. Clients acknowledge and agree that Codi has no control over the quality, timing, legality, or any other aspect whatsoever of the Third-Party Services provided by Service Providers, nor of the integrity, responsibility, competence, qualifications, or communications of Service Providers. Codi does not endorse any Service Provider.

3.4 Any reference to a Service Provider being "recommended" (or similar language) only indicates that the Service Provider has completed a verification or identification process as defined by Codi, may have successfully delivered its services to other Managed Clients, and nothing else. Any such description is not an endorsement, certification or guarantee by Codi about any Service Provider, including of the Service Provider's identity or background or whether the Service Provider is trustworthy, safe or suitable.

3.5 Service Providers independently set terms, conditions, and pricing. Codi expressly disclaims responsibility or liability for the quality, execution, or outcomes of services provided by third-party Service Providers.

3.6 Service Providers may provide an estimated completion date; however, actual completion times may vary. Codi does not guarantee the accuracy of these estimates and disclaims any responsibility related to such estimates.

3.7 Codi may make access to and use of the Codi Platform for managing Third-Party Services, or certain areas or features of the Codi Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, or a Managed Client's booking and cancellation history.

3.8 Discounts: Codi may periodically offer Managed Clients promotional pricing or special rates ("Discounts") negotiated with Service Providers. Discounts are subject to the terms and conditions of the respective Service Providers and may be modified or discontinued without prior notice. Codi makes no guarantees regarding Discounts and disclaims all liability associated with them.

4. Item Rental and Purchase

4.1 Codi may offer Managed Clients the option to rent or purchase furniture, equipment, and other related items for use in their office space ("Items"), as outlined in the Order Form, a separate agreement, or online when ordering through the Platform. The specific terms and conditions of any rental or purchasing agreement, including but not limited to its related fees and taxes, payment schedules, and the minimum committed term of the rental, will be detailed in the Order Form, Add-Ons Agreement, a separate agreement governing such rental or purchase, displayed on the Platform at the time of order, or communicated in written form by a Codi representative ("Rental Agreement" or "Purchase Order"). For Customers, section 8.7 of the Terms of Service prevails.

4.2 Purchase Payments: A purchase is valid only when Codi has received payment in full, which is required prior to order processing. A payment shall be deemed to have been received only once the funds are reflected in Codi's bank account. All purchases are final.

4.3 Rental Payments: Managed Clients renting Items agree to a minimum rental term, either 6 months or a longer period specified in the Rental Agreement ("Minimum Rental Term"). Payments are due per the Rental Agreement schedule, including rental fees, shipping & assembly fees, and taxes. Late payments may incur penalties. Terminating before the Minimum Rental Term results in a "Rental Early Termination Fee" equal to 6 months of the agreed monthly rental fee, plus taxes, due on the date of termination. Codi reserves the right to retrieve rented Items in the event of payment failure. Upon the expiration or termination of any item rental, you shall be charged a removal fee ("Item Removal Fee"), the amount of which shall be determined at the time the item is retrieved by Codi or the Service Provider.

4.4 Shipping & Installation Fees: Additional fees may apply where union labor, after hours delivery, or movement of furniture up or through stairwells is required. Estimated shipping & installation fees are displayed upon booking, and are subject to change based on delivery and building requirements. Electrical or plumbing services are not included in the Shipping & Installation Fees for renting or purchasing Items. Shipping and installation fees are non-refundable.

4.5 Delivery Information: Client will provide Codi with the correct delivery address, information building delivery hours, any requirements for union labor in their building, elevator booking requirements, and Certificate of Insurance requirements. Failure to provide accurate information on these subjects may result in installation delays, changes in delivery service, or additional fees.

4.6 Delivery Timelines: Estimated delivery timelines are only estimations and not guaranteed. Codi is not responsible for any disputes regarding the delivery timeline for Services agreed upon between Service Providers and Managed Clients.

4.7 Insurance & Damages: Managed Clients will ensure that they hold adequate insurance to facilitate furniture delivery & installation in their office space, as required by building management. Managed Client is responsible for inspecting delivery and making note of any missing, incorrect, or damaged items. All damages must be reported to your Codi representative or support@codi.com within 24 hours of delivery to your office. Codi or the Service Provider will respond with remedy action in a reasonable & timely manner.

4.8 Warranties & Returns for Purchased Items: You are responsible for any maintenance and repairs for your purchased Items. All warranties, returns, and related matters are governed by the policies and terms of the applicable Service Provider, and Managed Client's sole recourse is against that Service Provider.

4.9 Use and Care of Rental Items: Managed Clients and Customers shall use any rented Items with care, maintain the Items in good condition and notify Codi promptly of any damage or need for repairs. Codi shall be responsible for any repairs due to manufacturing issues. Managed Clients and Customers are responsible for any other type of damage or maintenance needs, which shall be repaired at the Managed Client's and Customer's expense.

4.10 Additional Terms: Additional terms and conditions may apply to the rental or purchase of furniture, equipment, and other items, as outlined in the Rental Agreement, Purchase Order, Order Form, or other agreement between Codi and the Managed Client or Customer. In the event of any conflict between this Agreement and the Rental Agreement or Purchase Order, the Rental Agreement and Purchase Order shall control.

5. Payment Terms

5.1 Management Fees: The "Management Fee" is associated with a recurring subscription and covers access to the platform, the AI-powered office assistant, our dedicated office support team, the network of Service Providers, and the marketplace of Services. Any additional services covered by the Management Fees will be clearly indicated at the time of subscription and accessible through the Managed Client's account. Service fees are billed separately.

5.1.1 Initial charges are prorated for the remainder of the month upon initiation. Management Fees are billed monthly on the 1st of each subsequent month.

5.1.2 Subscriptions become effective upon receipt of full payment of Management Fees, except in the case of Free Trials.

5.1.3 When applicable, the minimum term for the subscription ("Minimum Term") is specified at the time of subscription or service booking. Unless otherwise expressly stated, subscriptions may be canceled with 30 days' notice following the completion of any applicable Minimum Term. Canceling a subscription will cancel all Services and may be subject to cancellation fees as indicated in the terms and conditions of your contracted Services.

5.2 Service Fees: In addition to the Management Fee, Service Fees are charged based on the specific Services that Managed Clients order through the Codi Platform at any time during their subscription. All applicable fees will be displayed upon ordering the Third-Party Service or Rental Item.

5.2.1 Cleaning Fees are charged twice monthly on the 1st and 16th, covering any unpaid completed cleanings. Unless expressly stated differently by the Service Provider, cleanings are fully refunded if canceled at least 24 hours in advance, not refunded if canceled within 24 hours of the service date, and 50% refunded if cleaning couldn't take place due to an access issue caused by Managed Client. Cleaning Fees generally include cleaning supplies and equipment, unless explicitly stated otherwise.

5.2.2 Pantry & Supplies Fees are charged twice monthly on the Monday preceding the 2nd and 4th Fridays. Unless stated otherwise by the Service Provider, orders are final and prices are locked in 5 days before the scheduled delivery date. This is the "Locked-in Period" and you will be charged on the first day of the period. Cancellations during the Locked-in Period are not refundable. Item prices may differ from prices displayed in-store or elsewhere. Prices displayed through the Codi Platform reflect the prices provided by third-party Service Providers at the time of your order and are subject to change without notice.

5.2.3 Work Order Fees are charged upon completion of the work. Service Providers set their own hourly rates or fixed prices for a work order, which are shared prior to booking the Third-Party Service. Service Providers may provide an estimated time for work order completion, but actual durations may vary based on the complexity and requirements of the service request. Codi does not guarantee the accuracy of these estimates. Codi does not guarantee Service Provider pricing and is not responsible for any disputes regarding the price or payment for services agreed upon between Service Provider and Managed Clients.

5.2.4 Item Purchasing & Rental Fees: All one-time charges, including but not limited to purchase, shipping, assembly, and installation fees, as well as any applicable taxes, are charged upfront, as detailed in your Order Form. For item rentals, the initial prorated rental fee and applicable taxes are charged upon delivery. Subsequent monthly charges are billed on the 1st of each month. Removal Fees are charged upon retrieving the Item.

5.3 Section 5 under the General Terms remains in full effect for Managed Clients. If we are unable to collect owed Fees and payments, we may suspend your services and access to the Platform or terminate your account if we remain unable to successfully charge your payment method.

5.4 Free Trial Period: Codi may offer Managed Clients a free trial period ("Free Trial") during which no Management Fees will be charged. Service Fees will be charged as indicated in the Order Form upon service selection. The duration and conditions of the Free Trial will be clearly specified at the time of sign-up.

6. Indemnification

Managed Clients agree to indemnify, defend, and hold harmless Codi and its affiliates from any claims, damages, or liabilities arising from interactions or transactions between Managed Clients and Service Providers.

7. Amendments and Updates

Codi reserves the right to update these Managed Services Terms at any time and will notify Managed Clients of substantial changes. Continued use of the Codi Platform constitutes acceptance of the updated terms.

8. Terms for Service Providers

8.1 Independent Contractors: Service Providers acknowledge and agree that their relationship with Codi is solely as independent contractors. Nothing in these terms shall be construed to create an employment, agency, partnership, or joint venture relationship between Codi and Service Providers.

8.2 Task Coordination and Communication: Service Providers must utilize the Codi vendor portal ("Vendor Portal") to manage tasks ("Tasks") and communicate. They are expected to schedule, assign, update tasks, upload documentation and photos, and mark tasks complete within 12 hours of completion. Service Providers are expected to respond to Codi or Managed Clients in a timely manner.

8.3 Task & Service Assignment: Service Provider agrees and acknowledges that by assigning or scheduling a Task through their Vendor Portal, or accepting in writing a service request, Service Provider creates a direct, legally binding agreement to provide such Service with the respective Managed Client. Codi is not a party to these agreements and is only facilitating the communication, payment, and management of such Services on behalf of Managed Client.

8.4 Discounts: Service Providers may offer discounts ("Discounts") to Managed Clients exclusively through the Codi Platform. Service Provider is solely responsible for determining the Discounts' terms, conditions, and amount, and assumes all liability for their availability and applicability. Discounts shall be applied until written notice of modification or termination is provided by the Service Provider to Codi. Services contracted before such notice shall be fully honored.

8.5 Compliance and Obligations: Service Providers represent and warrant that they maintain all necessary licenses, permits, registrations, and insurance coverage required by law and the building in which they are providing their services to perform their work and comply with all applicable local, state, and federal regulations and professional standards. Codi may facilitate the communication between the landlord or Managed Clients and Service Providers related to collecting the adequate Certificate of Insurance and other insurance documents from Service Providers and sharing with the landlord or Managed Client.

8.6 Liability and Indemnification: Service Providers agree to indemnify and hold Codi harmless from liabilities arising from their services or platform interactions.

8.7 Tax Obligations: Service Providers bear full responsibility for their own tax reporting, invoicing, and compliance with all applicable financial and tax regulations.

Stay in the loop.

Interested in what we’re doing? Get updates sent straight to your inbox.

Email *

Connect with us

Company

Press

Blog

Services

AI office assistant

Cleaning

Restocking

Services

Furniture & design

IT services

Vendor network

Support

Contact Us

OFFICE SERVICES IN NEW YORK CITY

Cleaning

Flatiron / NoMad

Lower Manhattan

Midtown

SoHo / Tribeca

Union Square

Hudson Yards

Pantry restocking

Flatiron / NoMad

Lower Manhattan

Midtown

SoHo / Tribeca

Union Square

Hudson Yards

Internet & IT

Flatiron / NoMad

Lower Manhattan

Midtown

SoHo / Tribeca

Union Square

Hudson Yards

Office assistant

Flatiron / NoMad

Lower Manhattan

Midtown

SoHo / Tribeca

Union Square

Hudson Yards

Basic furniture

Flatiron / NoMad

Lower Manhattan

Midtown

SoHo / Tribeca

Union Square

Hudson Yards

OFFICE SERVICES IN SAN FRANCISCO BAY AREA

Cleaning

SoMa

Financial District

Hayes Valley

Mission Bay

Potrero Hill

Pantry restocking

SoMa

Financial District

Hayes Valley

Mission Bay

Potrero Hill

Internet & IT

SoMa

Financial District

Hayes Valley

Mission Bay

Potrero Hill

Office assistant

SoMa

Financial District

Hayes Valley

Mission Bay

Potrero Hill

Basic furniture

SoMa

Financial District

Hayes Valley

Mission Bay

Potrero Hill

OFFICE SPACE IN NEW YORK CITY

/

DOWNTOWN MANHATTAN

/

MIDTOWN MANHATTAN

/

BROOKLYN

Chelsea

Financial District

Flatiron District

Garment District

Gramercy Park

Grand Central Station

Greenwich Village

NoHo

NoMad

Penn Station

SoHo

Union Square

OFFICE SPACE IN SAN FRANCISCO BAY AREA

/

SAN FRANCISCO

Chinatown

Financial District

Mission District

North Beach

SoMa

Union Square

OFFICE SPACE IN LOS ANGELES

Santa Monica

Brentwood

Mar Vista

Culver City

Beverly Hills

West Hollywood

El Segundo

© 2026 Codi. All rights reserved.

Privacy

Terms

Sitemap

Get in Touch

Submit your inquiry here and we’ll get back to you as soon as we can.

First name *

Last name *

Work email *

Description *

Submit

Get in Touch

Submit your inquiry here and we’ll get back to you as soon as we can.

First name *

Last name *

Work email *

Description *

Submit

StripeM-Inner